A corporate advisory firm with a difference

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A distinctive business-for-purpose delivering market-leading corporate advisory services.

Adara Partners provides wise counsel, independent financial and strategic advice, and complex commercial problem-solving services to public and private companies and high net worth families. Under its innovative

Panel Member structure, clients have access to the expertise of a minimum of two Panel Members who jointly lead engagements, supported by Adara’s corporate advisory team.

Adara Panel Members include some of the most distinguished names in corporate Australia.

Why Adara Partners?Adara Partners is part of the Adara Group whose mission is to bridge the world of business and the world of people in extreme poverty, and to support vulnerable communities with health, education and other essential services.

Our purpose-driven model is unique in the global financial services industry. Our Panel Members provide their time and expertise pro bono to Adara Partners. Profits made by Adara Partners are donated to Adara Development, the non-profit arm of the Adara Group.

Adara Development has deep expertise in maternal, newborn and child health, and in remote community development. The Adara Group delivers services directly to more than 50,000 people living in poverty each year and reaches countless others through knowledge sharing.

As a BCorp®, and participant member of UN Global Compact, we are committed to meeting the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose.

Our innovative Panel structure provides clients with unrivalled access to some of the most experienced corporate advisors in Australia.

Direct Panel Member accessOur Panel Member structure is truly differentiated. No other firm can provide access to our 15 Panel Members under the same umbrella.

Unrivalled experienceThe Adara Panel includes some of the most valued commercial and strategic minds in Australia, including leading investment bankers, lawyers, and non-executive directors.

AlignmentPanel Members are only engaged on mandates once a thorough conflicts check is completed. They provide advice independently of their home firm and their other professional commitments. Our fee structures are bespoke to each engagement to align with our clients’ needs. We do not sell research or financial products.

Proven track recordWe have provided strategic advice to some of Australia’s largest and most well-regarded organisations.

The Panel Members are:

Ilana Atlas

Graham Goldsmith

Catherine Brenner

David Gonski AC

Peter Mason AM

Tim Burroughs

MatthewGrounds

Mike Roche

Tony Osmond

CynthiaWhelan

GuyFowler

Christian Johnston

Philippa Stone

David Friedlander

Diccon Loxton

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Adara Partners PanelCollectively our Panel Members have advised over 90% of the ASX 100 and have worked on many of the largest and most critical transactions in Australia’s corporate history.

ILANA ATLASIlana is Chairman of Coca-Cola Amatil Limited and a non-executive director of ANZ Banking Group Limited and OneMarket Limited. She is Chairman of Jawun and on the Board of the Paul Ramsay Foundation and Paul Ramsay Holdings Pty Ltd. Until recently, Ilana was also a Fellow of the Senate of Sydney University. Her last executive role was Group Executive, People, at Westpac, where she was responsible for human resources, corporate affairs and sustainability. Prior to that role, she was Group Secretary and General Counsel. Before her 10 year career at Westpac, Ilana was a partner in law firm Mallesons Stephen Jaques (now known as King & Wood Mallesons). In addition to her practice in corporate law, she held a number of management roles in the firm including Executive Partner, People and Information, and Managing Partner.

CATHERINE BRENNERCatherine is a deeply experienced company director, having served in the past 15 years on the boards of companies including Coca Cola Amatil Limited, Boral Limited, AMP Limited and other organisations in the mining, financial services, property, biotech, logistics, visual and performing arts, education and government sectors. She has previously served as a member of the Takeovers Panel. Catherine was a Managing Director, Investment Banking at ABN AMRO having previously worked at BZW and starting her career as a corporate lawyer.

TIM BURROUGHSTim has been a mergers and acquisitions advisor for over 30 years. He was most recently Chairman of Investment Banking at Goldman Sachs Australia where he worked for 11 years. Previously he studied and taught Psychology at Macquarie University, was Chairman of Mergers and Acquisitions at Merrill Lynch Australia and a principal of Centaurus Corporate Finance, a leading independent advisory firm. He has specialised in providing strategic financial advice to major corporations and their boards within the context of long term relationships. He has advised on capital restructures, capital raisings and more than 100 public company acquisitions. He has served on the councils of both Ascham School and Cranbrook School and chaired the Cranbrook Foundation. He has undergraduate degrees from Cambridge University and is a Chartered Accountant.

GUY FOWLERGuy is the former Chairman of Corporate Client Solutions for UBS Australasia. He was with UBS for nearly 25 years. Guy has advised a wide range of ASX listed companies and governments, including Westfield, AMP, Westpac, Fairfax and GPT. He advised the Australian Government on the privatisation of Telstra and the Queensland Government on the IPO of QR National. Guy has advised on well over 100 capital raisings worth over $150bn.

DAVID FRIEDLANDERDavid is the Head of Australian Public Mergers & Acquisitions at King & Wood Mallesons and works across Sydney and Melbourne. He is consistently ranked as one of Australia’s top M&A and equity capital markets lawyers. David regularly acts for both bidders and targets in takeovers and issuers and underwriters in securities offerings. He has also worked on the defence side of several high-profile shareholder activist campaigns. He is a member of several key corporate law bodies and a former member of the Takeovers Panel. In 2019, David was awarded AFR’s ‘Best Lawyers, Lawyer of the Year 2019 – Mergers and Acquisitions’.

GRAHAM GOLDSMITHGraham worked with Goldman Sachs Australia from 1987 to 2012. Commencing his career as a research analyst at JBWere, Graham headed, and later co-headed, the Goldman Sachs Equity Capital Markets team and the broader Financing Group of the firm from 2001 until 2010. During that time he worked on and led numerous capital raising and general advice mandates for clients ranging from governments to ASX100 and smaller corporate clients. At the time of his retirement he was Vice Chairman of the firm in Australia, Chairman of the Goldman Sachs Australia Foundation, a member of the Australian Operating Committee and member of the Goldman Sachs & Co Asia Capital Committee. Graham is currently Chairman of SEEK Limited and a non-executive director of listed company Djerriwarrh Investments Limited. He was previously Chancellor of Swinburne University of Technology and is an advisor to a number of family groups.

DAVID GONSKI ACDavid is Chairman of the Australia and New Zealand Banking Group Limited, Chancellor of the University of New South Wales, Chairman of the UNSW Foundation Limited, and President of the Art Gallery of NSW. David is a member of the ASIC External Advisory Panel and the boards of the Lowy Institute for International Policy and the Sydney Airport Corporation Limited, and is also a Patron of the Australian Indigenous Education Foundation and Raise Foundation. He has previously held a number of directorships including Chairman of the Australian Securities Exchange Limited and the Guardians of the Future Fund and non-executive director of the Westfield Group. He was previously a member of the Takeovers Panel.

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MATTHEW GROUNDSMatthew is Chief Executive Officer and Country Head of UBS Australasia. With more than 25 years’ investment banking experience, Matthew is one of Australia’s leading corporate advisors and has been responsible for a number of landmark transactions for major Australian and international companies. Matthew is Chairman of Victor Chang Cardiac Research Institute, a member of the University of New South Wales Council, a member of the Business Council of Australia and a director of the UBS Foundation and Hearts and Minds Investments Limited.

CHRISTIAN JOHNSTONChristian has more than 20 years’ experience as a corporate advisor, including more than 10 years as Head of Investment Banking for Goldman Sachs in Australia and New Zealand. Christian specialises in mergers and acquisitions and capital markets transactions. He is a partner of Goldman Sachs and a member of the Asia Pacific Management Committee and the Australia and New Zealand Management Committee. Christian is also a member of the Takeovers Panel, the National Gallery of Victoria Business Council, the Ormond College Investment Committee and the Melbourne Cricket Club Committee.

DICCON LOXTONDiccon is one of Australia’s leading banking and finance lawyers. Diccon is now senior finance counsel at Allens Linklaters having worked there as a partner for 30 years, in that time working on some of Australia’s largest corporate finance transactions. He is the former president of the Banking & Financial Law Association, Chair of the Australian Museum Foundation, a former Governor of Ascham School Limited, a former director and current Governor of WWF Australia and a former member of the Sydney University Law Foundation.

PETER MASON AMPeter is a Senior Advisor to UBS and Chairman of AusNet Services Ltd. Peter is a director of The Centre for Independent Studies, Chairman of the UBS Australia Foundation, and an Ambassador for the Australian Indigenous Education Foundation. Peter was previously Chairman of AMP Limited, Chairman of David Jones Limited, Chairman of the Centre for International Finance and Regulation (CIFR), a non-executive director of Singapore Telecommunications Ltd (SingTel) and a Trustee of the Sydney Opera House Trust. He has more than 40 years’ investment banking experience, including at JP Morgan and Schroders.

MIKE ROCHEMike has over 40 years’ experience in giving strategic and capital advice in the finance sector. He is a qualified actuary and has spent over 30 years in investment banking. Mike was Head of Mergers & Acquisitions for Deutsche Bank for 10 years until he stepped down as Chairman of M&A in 2016. Mike has advised on $50bn+ of infrastructure transactions over his career and a large number of transactions across most sectors. He has been a leading innovator in the capital raising space – having pioneered the hybrid capital market in the early 90’s, been part of the team that developed the instalment receipt and created the Fonterra Shareholders Fund. Mike was a member of the Takeovers Panel for two terms 2008-2014. Mike is a Trustee Director of EISS Super and a director of Wesfarmers Limited and Six Park Asset Management. He is also the co-founder of the Sally Foundation philanthropic fund.

TONY OSMONDTony is Managing Director and Head of Corporate and Investment Banking at Citigroup. Tony has over 25 years’ experience in large and complex mergers, acquisitions and capital markets transactions in Australia, advising on over 100 situations and $100bn of mergers & acquisitions and financing transactions. Prior to joining Citi in October 2010, Tony was an equity owner and Head of Industrials & Natural Resources and Head of Mergers & Acquisitions, Australasia at Goldman Sachs JBWere. Prior to joining Goldman Sachs JBWere, Tony worked in investment banking at UBS and Bankers Trust after commencing his career as a lawyer at Freehills. Tony is a member of the Takeovers Panel, Director of The Australian Ballet, Chairman of Melbourne Electronic Sound Studio and former Chairman of Orchestra Victoria. He is a mentor with Kilfinan Australia.

PHILIPPA STONEPhilippa is the Joint Global Head of Equity Capital Markets at Herbert Smith Freehills. Philippa is consistently ranked as one of Australia’s top M&A and capital markets lawyers and specialises in equity and hybrid raisings and mergers and acquisitions, including public company M&A, negotiated transactions and privatisation work, and corporate reconstructions for listed companies, as well as corporate governance advice. Philippa won the Australian Deal Maker of the Year award at the ALB Australasian Law Awards in 2007, 2009, 2012, 2013, 2015, 2016 and 2017, and is the only lawyer to have won this award seven times.

CYNTHIA WHELANCynthia is the Chief Strategy and Business Development Officer at Scentre Group. Prior to this, Cynthia was the Group Executive responsible for Telstra’s new businesses portfolio. Previous roles at Telstra include Group Managing Director of Strategic Finance (Strategy, M&A, Treasury and Investor Relations), and responsibility for Telstra’s international operations. Prior to Telstra, Cynthia spent over 20 years in investment banking, most recently at Barclays where her roles included Regional Head of Debt Capital Markets in Hong Kong and CEO of Australia/New Zealand. Cynthia was previously Chair of Foxtel, Telstra Ventures, and Autohome, a US$10bn NYSE listed Chinese technology company. She has also been a member of the Australia Advisory Board for Room to Read and served on the Board of the Sydney Women’s Fund.

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Proven track recordAdara Partners has acted as strategic advisor on a range of engagements.

Clients include:

Strategic partners and supporters

Wise counsel from seasoned advisors

Adara Partners is proudly supported by a number of market-leading firms.

Clients benefit from a combination of deeply experienced Panel Members, highly skilled advisory team members and strong corporate relationships.

Our ambassador programme brings high performing individuals from Deloitte, EY and MinterEllison on a secondment basis to Adara Partners. Through our partnership with Ansarada, we have access to their virtual data rooms, allowing us to conduct deals online, in a secure environment.

Advice on broadcast media rights negotiation

Football Federation Australia

Advice on capital raising and governance issues

Atlas Arteria

Advice on governance issues

Large private sporting club

Advice on capital management strategy and

private placement

Ansarada

Advice on commercial matters

Pickles Auctions

Advice on commercial matters

McGrathNicol

Commercial advice

Wesfarmers

Private placement

Lendi

Confidential client

Commercial advice

Large philanthropic foundation

Confidential client

...alongside senior managem

ent

…alongside private b

usines

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ners

…alongside families

...al

ongside boards

Strategic issuesTransaction advisory

Equity capital marketsCommercial issues

MediationGovernance

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Advisory Council Members John AtkinsonIlana AtlasSuzi CarpHeith MacKay-Cruise Tony Robinson George Wahby

Social Capital InvestorsPaul BassatSuzi & Barry CarpPeter CooperThe Liberman Family The Werdiger Family

AUDETTE EXEL AOFounder of Adara Group & CEO of Adara Advisors and Adara Partners

Before establishing Adara, Audette was Managing Director of BSX-listed Bermuda Commercial Bank (1993–1996), Chairman of the Bermuda Stock Exchange (1995–1996) and on the board of the Bermuda Monetary Authority (1999–2005). She is a non-executive Director of ASX20 listed Suncorp. She began her career as a lawyer working in international finance with Allen Allen & Hemsley and Linklaters. Audette has been awarded an Honorary Order of Australia for service to humanity and is the recipient of numerous awards, including as Philanthropist of the Year in 2016.

Adara Partners Corporate Advisory teamThe Panel Members are supported by an experienced team of corporate finance professionals led by Audette Exel AO, founder of the Adara Group and CEO of Adara Partners.

ANDREA MCCORMICK Director and Senior Advisor

Before joining Adara, Andrea was a Director in the Corporate Tax Group at PricewaterhouseCoopers in Sydney. Andrea worked at PwC in Australia for nine years advising large companies on their corporate tax affairs, largely focused on acquisition and divestment work, and group re-organisation projects. Andrea has been with the Adara Group for ten years and was formerly the Group Chief Operating Officer. Andrea originally qualified as a lawyer in England, then as a chartered accountant in Scotland where she worked for PwC in both Glasgow and Edinburgh in the corporate tax division. Andrea has a Master’s degree in Law from Edinburgh University, is a member of the Institute of Chartered Accountants, Scotland and is a Chartered Tax Advisor. Andrea is also a Director of Adara Advisors and Adara Development (Australia).

CAT O’DONOVANCorporate Advisory Director

Before Adara, Cat worked in EY’s corporate finance business, as financial advisor to buy-side, sell-side, integration and strategy engagements. Originally based in London before moving to Sydney in 2016, Cat has worked on deals in Europe, Africa, MENA and Oceania. Her clients have included a mixture of private sector and government agencies, with roles often requiring senior stakeholder engagement and project management across multiple parallel workstreams. Cat has a graduate diploma in Science Communication from Australia National University, and a degree in Natural Sciences from Durham University. She is a member of the Institute of Chartered Accountants of Scotland.

SUSAN BURNSGeneral Counsel

Susan is the General Counsel for the Adara Group. Susan is also a director of both Adara Development (Uganda) and Adara Development (Australia). Susan has been with the Adara Group for six years. Prior to that, Susan worked for 22 years at the international law firm Allens with 15 of those years as a partner. Susan has an extensive background in corporate and commercial law, including funds management, equity capital markets and corporate governance. She holds a BA LLB (Hons) from the University of Sydney.

ANJUMA KAMMANANKADASenior Lawyer

Prior to joining Adara, Anjuma worked for the Commonwealth Bank of Australia where she led a team which independently assessed potential systemic customer issues and sought to improve the bank’s products, systems and processes for the benefit of the customer. She has also worked as in-house counsel at a large life insurance company, where in addition to providing advice in relation to corporate and commercial law, she advised and provided legal assistance on out of court risk and regulatory investigations. Anjuma also has experience working in government and community legal sectors. She has a Bachelor of Law and Bachelor of Arts-Psychology.

LUKE SMITHEY Ambassador

Luke joins Adara as a secondee from EY, where he is an Associate Director in their Infrastructure Advisory practice. Luke is an experienced advisor, specialising in infrastructure investment and management, across a range of assets including ports, passenger transport, water, social infrastructure, and freight and logistics. Luke has broad experience working with corporates and government on engagements that span strategy development, project appraisal, pricing, and regulatory reviews. Prior to joining EY, Luke has worked for a boutique transport and environment advisory firm, and state and federal government agencies. Luke holds a Bachelor of Economics, and is completing a Masters of Applied Finance.

Legal expertise is provided by

www.adarapartners.orgwww.adaragroup.org

Level 1, 21A Elliot StreetBalmain NSW 2041, Australia

T: +61 2 9395 2800F: +61 2 9555 5988info@adarapartners.org

This document has been prepared by Adara Partners (Australia) Pty. Limited, (“Adara Partners”), Authorised Representative of Adara Advisors Pty. Limited AFSL 415611. This document includes only a select summary of information and does not, and does not purport to, contain all information which you may require or desire in deciding whether, or on what terms, to proceed with any course of action or transaction. Specific advice, including financial advice, should be obtained in respect of any particular matter. Further, you should also obtain such other professional advice relative to matters on which Adara Partners does not provide advice, such as tax, legal, regulatory and accounting matters, in your consideration of the matters outlined in this document.

At the Adara Group, we believe every person should have access to quality health, education and other essential services, no matter where they live.

@AdaraGroup/AdaraGroup